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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 19, 2024

 

Neuraxis, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41775   45-5079684

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

11611 N. Meridian St, Suite 330

Carmel, IN 46032

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (812) 689-0791

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   NRXS   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements Of Certain Officers

 

As previously reported, on November 9, 2024, Neuraxis, Inc. (the “Company”) entered into securities purchase agreements (the “SPAs”) with three related investors (the “Investors”) for the issuance and purchase of a total of 2,100,840 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) for an aggregate purchase price of approximately $5 million (the “Transaction”). Pursuant to the SPAs, the Company agreed to appoint Dr. Gil Aharon, the co-founder of Rosalind Advisors, Inc. (the advisor to one of the three Investors), as the designee of the Investors, to the Company’s board of directors (the “Board”). Dr. Aharon was one of the three Investors. He purchased 105,042 shares of Series B Preferred Stock for a purchase price of approximately $250,000.

 

As a result of the closing of the Transaction and pursuant to the SPAs, on November 19, 2024, the Board appointed Dr. Aharon to the Board, effective January 1, 2025. Dr. Aharon has not yet been appointed to any of the Board’s committees. Dr. Aharon’s compensation for serving as a director has not yet been determined.

 

There are no family relationships between any of Dr. Aharon and any director or executive officer of the Company.

 

Other than the Transaction, as discussed above, Dr. Aharon has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 25, 2024 NEURAXIS, INC.
     
  By: /s/ Brian Carrico
  Name: Brian Carrico
  Title: President and Chief Executive Officer

 

 

 

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Cover
Nov. 19, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Nov. 19, 2024
Entity File Number 001-41775
Entity Registrant Name Neuraxis, Inc.
Entity Central Index Key 0001933567
Entity Tax Identification Number 45-5079684
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 11611 N. Meridian St
Entity Address, Address Line Two Suite 330
Entity Address, City or Town Carmel
Entity Address, State or Province IN
Entity Address, Postal Zip Code 46032
City Area Code (812)
Local Phone Number 689-0791
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol NRXS
Security Exchange Name NYSEAMER
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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